Wheels and Fear
by Prisoner Len
Summary: Sephiroth likes Cloud. Maybe all it'd take for him to say as much is a day at the carnival. CxS, AxZ mentioned.


Fairs and carnivals weren't exactly rare occurrences at Shinra; they were often set up as a way to give employees, SOLDIERs, and cadets alike a few days to enjoy themselves. The large Shinra parking lot would turn into a city of colorful tents, rides, and stalls overnight, that would last the following few days. It was normally organized on weekends, when the least amount of employees would be in—gods forbid they all get time off.

Zack Fair and Cloud Strife were standing at the outskirts of one of those tent cities that had risen overnight; Cloud's eyes wide as saucers, and Zack jumping around with excited yelps, pulling on Angeal's arm. Angeal chuckled and ruffled blonde and black spikes, then placed his palms on the smalls of their backs and nudged them forward. Zack took off, grabbing Cloud's hand as he whizzed past him.

"Do I have to, Angeal?"

He turned around to look at Sephiroth, who was wearing a black button-up over a white shirt, and loose black pants held up by a belt; if it hadn't been for the long telltale silver hair, Angeal probably wouldn't even recognize him. That had been the point, though—to ensure the General could relax, and not as many SOLDIERs would bother him. They had discovered not long ago that out of uniform, SOLDIERs rarely gave a second glance to who was around them. Sephiroth, however, was not keen on going to the latest carnival. He'd never admit it, but Angeal knew: the General _hated_ crowds. He looked completely unsure of himself as they stood on the edge of Shinra's parking lot, and Angeal almost laughed at his poor friend.

He grasped Sephiroth's shoulder reassuringly. "You don't _have_ to, but you deserve some time to enjoy yourself, Seph." He said calmly. "Besides, don't you want to hang out with Cloud?"

Sephiroth sighed; it was true. He had developed an interest in the quirky blonde that Zack was always with—though where exactly that interest would go, if it ever went anywhere, he wasn't exactly sure. Either way, the blonde enjoyed his company, and he even made Sephiroth laugh sometimes—something he didn't do enough of, in Angeal's opinion. For six months, the two had been awkwardly friendly; Sephiroth was never good with making friends, or conversation, so the blonde would always be the one talking. The silver-haired General wanted to be more social, and he had said as much to Angeal. The result was being dragged along everytime Cloud joined Zack and Angeal _anywhere_. Sephiroth didn't care nearly as much as he claimed.

The two men followed the teens into the sea of Shinra employees and ridiculously colored tents. Zack was flailing his arms and bouncing on the balls of his feet, looking very much like his namesake as he asked Cloud what he wanted to do. The blonde laughed, whipping his head left and right to take in everything there was to see. Sephiroth focused his attention solely on Cloud; he admired the cadet's face when he smiled and laughed, the thoughtful look on his face as he considered each question—hell, he just flat out _adored_ the teen. Especially today. It was rare for him to get a chance to see Cloud in casual clothes, and today he was clad in a grey short-sleeved hoodie and a pair of jeans, both of which fit him just right.

To Sephiroth, he was absolutely stunning.

Zack came to an abrupt halt, causing Cloud to walk straight into his back. He gaped at the booth before them, advertising a virtual training game; the further you got in opponents, the more points you got. Points were then exchanged for prizes. And Zack was staring, with growing awe, at the sets of materia lined up at the bottom of the prize shelf.

"Holy sh—"

"Language, Zack." Angeal scolded.

He rolled his eyes before continuing. "Holy crap,—that's not a swear, Angeal!—Cloud, look!" he exclaimed, shaking Cloud and pointing at the materia. He turned to his mentor, a look very similar to that of a kicked puppy on his face.

A ruffle of black spikes later, and Zack was jumping around excitedly at the stall's counter as Angeal slid the virtual reality helmet on. Cloud lingered a few feet away, looking over the other prizes, and Sephiroth stood lamely where Angeal had left him, unsure of whether it would be appropriate to join the group or not. A SOLDIER bumped his shoulder and stuttered an apology and, with a sigh, he stalked over and hovered near Cloud (partially because Zack was waving his arms around like a maniac, and he didn't care to be hit in the face).

He peeked over the cadet's shoulder—he had a good foot on the teen—and cocked an eyebrow at the odd assortment of prizes; there was a fat stuffed chocobo nestled next to an overly-adorable tonberry on the middle shelf above the materia, and on the shelf above it, various pieces of jewelry were scattered about. He gave it a disdainful look, turning to mock the prizes to Cloud, but stopped with his mouth open. Wide blue eyes were glued to the top shelf, a small frown evident on the teen's face and hand fiddling with the small, gold loop hanging in his ear. Sephiroth followed Cloud's gaze, and raised the other eyebrow; he was staring at a silver earring in the design of a wolf's head, the mouth dropped open to reveal fairly detailed fangs. A bell dinged, and Angeal took the helmet off, grinning at the hyperactive pup jumping around and hollering. He pointed to the red materia nearest the end—Ifrit, they were told—and the man running the booth handed it to Zack.

"'Geeeal, this is great! Thank you, thank you, _thank you_!" he cried, flinging himself at his mentor.

Sephiroth waved Angeal on, and waited until the group passed around the corner of a booth before stepping up to the counter and pinning the man running it with a fierce, determined glare. "How much is that earring?" he asked, pointing at it.

"Five hundred points, sir."

"I can pay you for it." Sephiroth deadpanned, reaching into his pocket.

The man raised a dark brown eyebrow. "One thousand, then.," he laughed.

The gil landed on the counter before him, and he gawked at it for a moment, then looked up at Sephiroth with wide eyes. The General cocked an eyebrow, nodding towards the earring, and the man hastily retrieved it and handed it over. He tipped his hat as Sephiroth pocketed it and headed off after Cloud, Angeal, and Zack, whistling softly to himself and smiling.

* * *

><p>"Whoa." Zack whispered, violet eyes wide and staring at the monster of a roller coaster before him.<p>

Equally wide blue eyes gaped at the large ride, and Cloud swallowed nervously. "Wow."

Set up at the edge of the parking lot was a roller coaster larger than any that Zack had ever seen—or Cloud, considering he had never even seen one to begin with. They stood ten feet from the end of the line, arms hanging limply at their sides and Angeal behind them, laughing at their awe. It had six loops to it, and two hills that reached so far into the sky, Cloud had to tilt his head back to see the top—there was even a short cave section.

Zack spun around to face Angeal. "Can we go on it?" he shouted, clinging to the man's arm.

Cloud's eyes snapped wider—if that was even possible—and he pulled on Zack's shirt. "Um, Zack, I don't think I want to…"

"Aww, c'mon, Spike! I can ride with 'Geal, and you can go with—hey, where's Seph?" Zack peeked around his mentor, then turned and looked behind him. He frowned; had the General ditched them?

"He got caught up in something." Angeal lied.

Blue eyes fell to the ground, and Cloud's mood visibly worsened; he didn't really want to go on the ride, but without Sephiroth he felt like the third wheel on Angeal and Zack's date. He shifted his weight uneasily and looked up at his friends. "Oh, you guys can go. I don't mind."

"You sure—"

"Go, go! It's fine, I swear." Cloud cut Zack off, pushing him towards the roller coaster.

The SOLDIER opened his mouth to protest, but Cloud gave him another shove, laughing when he threw a pout over his shoulder. Angeal ruffled his hair, and he batted the offending hands away. He slid his hands into his pockets as the two walked away and slowly made his way towards the ride; if he wasn't going on it, he figured he might as well watch. He smiled when Zack spotted him and waved his arms around, bouncing wildly in the seat next to his mentor. The coaster was already full, and Cloud had a sneaking suspicion that Angeal had pulled some strings to get them on. A loud clank sounded, and then the carts started making their way across the metallic tracks.

"Why didn't you go?"

Cloud jumped, yanking his hands out of his pockets and turning around to face the owner of the voice. Sephiroth towered above him, head cocked slightly to the side. At some point, he had pulled his long, silver hair back into a messy ponytail, and when he tilted his head, it fell over his shoulder. The blonde smiled up and him and shrugged. "I'm not really a fan of roller coasters."

Sephiroth glanced up at the ride just in time to see the carts plummet from a rise, screams joining the grinding of the wheels. "Can't say I blame you." He mused, raising an eyebrow before returning his attention to the cadet. "Well, is there any ride you'd like to go on?"

Blue eyes scanned the overcrowded parking lot, weight shifting slightly so his hip jutted out and he could rest his hand on it. He grabbed Sephiroth's forearm—almost giving the man a heart attack, although he was blissfully unaware—and pointed at the Ferris wheel. In all honesty, Cloud was _not_ a fan of rides,—Ferris wheels being the sole exclusion—but he wanted to do _something_. He had found out soon after meeting the General that he was much more talkative when they were alone, and Cloud quite enjoyed it; it had been through that technique of talking to Sephiroth that he had learned Zack slept with a stuffed wolf, and had therefore gotten his best friend to stop teasing him about his stuffed chocobo.

"How about the Ferris wheel?" Cloud asked, biting his lower lip and looking up at Sephiroth.

Sephiroth looked up at the giant metal wheel looming over the parking lot, a knot of panic forming in his stomach. The Great General Sephiroth didn't care for heights—not that anybody really knew. He shrugged coolly and gestured for Cloud to lead the way, following along at a casual pace. The best strategy, he had decided, was to pretend the heights didn't bother him; that way, nobody would know they scared him.

But now, as they stood before the giant Ferris wheel, Sephiroth wasn't so sure—were the carriers _supposed_ to sway like that?

The line was much shorter than the roller coaster's and people were already climbing into the egg-shaped seats—built for two, Sephiroth noticed, causing the small knot to turn into a rather large one; he'd be stuck sitting next to Cloud, out of his mind with fear. What if he threw up? He coughed to stop the laugh that almost escaped his lips—him, throw up. Ha. As they passed the man running the ride, Cloud waved Sephiroth on, and stopped to talk to him. Sighing, the silver-haired man slid into the seat, fidgeting with the end of his shirt and staring at the metal flooring. Seconds later, Cloud was climbing in next to him and pulling the metal bar down over the both of them, pushing on it to make sure it locked.

The ride wasn't even moving, and Sephiroth already wanted off.

Every shift and movement of the carrier sent his mind into a whirling rampage of panic. They moved slowly as another carrier made its way down to the bottom to allow more people on, and Sephiroth gripped the metal bar like a lifeline.

Cloud tilted his head slightly, eying Sephiroth with a look of bewildered curiosity. "Seph? You okay?"

Sephiroth nodded stiffly, eyes glued to his hands. "Perfectly."

"You sure?" the blonde reached a hand out and leaned closer, causing the carrier to sway.

"Yes, I'm fine." The General hissed, tightening his grip on the bar. He closed his eyes and leaned back, then snapped them back open; closing his eyes made him feel like he was _falling_.

Cloud hummed to himself in thought, leaning back and stretched his arms and legs. He was slightly too short to reach the floor, and chuckled in amusement as he kicked his legs back and forth, causing the ride to rock and sway. A moment later, they were rising further into the air—

And Sephiroth was gripping the metal bar so tightly, his already pale knuckles were even _more_ pale. The cadet opened his mouth to ask again if the man was alright, when the ride jerked to a halt; they were dangling near the very top of the wheel, far from the ground and looking across the entire parking lot.

"Why did we stop?" Sephiroth hissed, craning his neck to look down. He remembered at the last possible second that looking down did _not_ help. "Shit." He groaned, closing his eyes and leaning back.

"Seph?"

"I'm fine." The older male pushed between gritted teeth.

Cloud studied the tense look on Sephiroth's face, and the tight grip on the metal bar; he frowned—was Sephiroth afraid of heights? "Are you afraid of heights, sir?"

Cat-like green eyes, wide with fear and anxiety, turned on Cloud, and, very slowly and stiffly, the General nodded. He quickly jerked his gaze back to his hands. "Why did we stop?" he repeated in a more controlled tone.

Pearly white teeth gnawed on the blonde's lower lip, and he leaned his elbow on the bar holding them in, propping his chin in his hand and looking at the ground many feet below them. "Well…," he started, then sighed and leaned his weight against the metal bar, dangling his hands and looking at Sephiroth. "I kind of… asked the guy to stop us here."

Sephiroth returned his gaze to the teen next to him, now wide with confusion; he blinked, then blinked again, and finally frowned. "Why?"

"Because I like heights." Cloud explained with a helpless shrug. "I feel like I'm flying."

"…I think I'm going to throw up." Sephiroth muttered, covering his face with one hand.

The blonde frowned. He reached out his hand and gently placed it over Sephiroth's on the bar, wrapping his fingers around it and forcing the man to let go. He smiled softly when Sephiroth's eyes shot back to him and pulled his hand between them, leaning back and humming to himself. "It helps to think of something else."

"It does?"

"It used to help my mom all of the time." Cloud replied with a shrug. He tapped his chin with his index finger. "What's your favorite color?"

Sephiroth cocked an eyebrow; what kind of question was that? "Blue."

"Mine's white." Cloud mused, kicking his feet slowly. He tilted his head and smiled, squeezing Sephiroth's hand slightly. "Favorite food?"

The knot of fear and panic loosened just a little, and Sephiroth leaned back, resting his free hand on his thigh, and trying his hardest to ignore the smaller, slender hand clutching his. "Wutaian. You?"

The blonde laughed—a delightful tinkle of noise that sent shiver up and down Sephiroth's spine. "Pizza. But not anchovies." He said, then shivered and stuck his tongue out.

"How long are we stuck here?" the General asked, taking a chance and looking up. Before him, Shinra's entire parking lot was laid out, and beyond that the training grounds. Despite his fear, he had to admit it was an amazing sight.

"Ten minutes or so?" Cloud replied shyly, a sheepish smile crossing his face.

They sat in silence, hands resting between them and Sephiroth glaring a hole in his own lap. Next to him, Cloud was leaning over the side of the carrier, looking straight down at the ground; just watching him made Sephiroth woozy. He shifted his weight slightly, and frowned when something poked his thigh. He reached into his pocket and felt around, eyes widening when he realized the forgotten earring was still in his pocket. He slid it out and stared down at it, turning it slowly in his hand.

Cloud narrowed his eyes, leaning forward slightly in curiosity. "Is that… the earring from the booth Angeal and Zack were at?"

Sephiroth jerked his head to the side; hopeful blue eyes met his, and he graced the teen with a small smile. "Yes." he murmured, holding it out to him. "I got it for you."

For a moment, Cloud merely gaped; he had seen the points required for the earring, and it was no simple task. Nestled in the eye sockets were two rubies, glistening and twinkling up at him in the mid-afternoon sun. Hesitantly, he accepted the gift from Sephiroth's hand, and removed the gold hoop from his ear, replacing it with the wolf's head. He slid the hoop into his pocket and beamed at Sephiroth.

"How do I look?"

"Beautiful." Sephiroth breathed. He froze, biting his tongue and closing his eyes. '_You idiot._'

Cloud frowned, head cocked to the side. Had Sephiroth called him _beautiful_? "What?"

Angeal's advice from the night before rang in Sephiroth's ears, telling him to confess to the teen and get it over with. He heaved a slow sigh, opening his cat-like eyes and brushing a stray strand of silver hair out of his face and tucking it behind his ear. He released Cloud's hand and leaned forward, closing the gap between the two and meeting the blonde's lips. Cloud sat in a stunned silence, his mind struggling to process the information being shoveled into it.

Sephiroth was kissing him.

_Sephiroth_ was _kissing_ him.

He gave an excited, muffled squeak, throwing both arms around the man's neck and kissing him back with a smile. Sephiroth nipped his bottom lip, then pulled away slightly, looking down at him. "I suppose you understand."

"Yeah, yeah. I like you, too." Cloud teased, sticking his tongue out.

Sephiroth chuckled and leaned back down, pulling the teen closer for a deeper kiss. By the time they parted, the Ferris wheel had started to move again. Hands met and fingers intertwined, resting on Sephiroth's thigh, while Cloud leaned against his shoulder. As they sat there, hundreds of above the ground, smiling and watching the world before them spread out like a map, Sephiroth decided heights weren't quite as bad as he'd once thought; in fact, at that moment, he felt he could take on anything

As long as Cloud was by his side, of course.

* * *

><p><strong>And now some random facts!<strong>

**The tallest Ferris wheel in the world is 541 feet tall. Wow. XD**

**Aaaand the world's tallest 456 feet high.**

**...I hate both, haha. Review?**


End file.
